Bylaws of the AMERICAN CULTURAL RESOURCES ASSOCIATION (Revised and restated, February 2010)
The name of this organization shall be: AMERICAN CULTURAL RESOURCES ASSOCIATION ("ACRA”).
The Association shall have and continuously maintain in the District of Columbia a registered office and registered agent whose office is identical with such registered office, and may have other offices within or without the District of Columbia as the Board of Directors may from time to time determine.
SECTION 1. MEMBERSHIP. Private business entities that are Cultural resource management practitioners shall be eligible for membership in the Association according to the classes described in Section 2 of this Article IV.
SECTION 2. CLASSES OF MEMBERSHIP.
SECTION 3. GOOD STANDING. A member firm remains in good standing when the dues for the current year are paid by February 15th of the current calendar year. A member who has not paid dues by March 15th of the current calendar year is considered "not-in-good-standing” and does not receive the privileges and benefits of membership, and shall be removed from the active member list and directory.
- Full Member. A Full member firm is a business, for-profit or not-for-profit that provides cultural resource management services. There are three categories of the Full member class. The three categories are Small, Medium, and Large. These categories are based upon average annual gross revenue for each individual business entity. The average annual gross revenue is based upon the previous three years. If the business entity has been in business for less than three years, then the average of the previous one or two years is used. If the business entity has just started business the previous or current year of membership application, that business entity shall become a member in the Small category at the lowest dues level. Gross revenue will refer only to the revenue generated for cultural resource services. Dues within these divisions are subdivided at the discretion of the Board of Directors.
- Associate Member. Associate members are institutions of higher education and government agencies. Associate members shall be non-voting and shall not run for election. Associate members may participate in association programs and activities and receive other benefits as determined by the Board of Directors.
- Student Member. A Student member is currently enrolled at a college or university in a field of study associated with cultural resource management. Student members shall be non-voting and shall not run for election. Student members may participate in association programs and activities and receive other benefits as determined by the Board of Directors.
- Honorary Members. An Honorary member is a non-voting membership granted to an individual whose contribution to the cultural resource management industry is recognized by the Board of Directors in accordance with criteria adopted by the Board of Directors. An honorary member may participate in association programs and activities and receive other benefits as determined by the Board of Directors.
SECTION 4. VOTING. Each member firm with voting rights shall appoint a designated representative who shall represent the member in the affairs of the association. Each member firm shall appoint an alternate representative who shall act for the member in the absence of the designated representative. Each member firm shall have one vote. Voting by email or telephone is permitted.
SECTION 5. ANNUAL MEETING. There shall be an annual meeting of the members of the Association at the time and place designated by the Board of Directors for the transaction of the business and the reporting on Association activities to the membership. One-tenth of the membership entitled to vote at such meeting shall constitute a quorum for the transaction of business and unless otherwise required by stature a majority vote of such quorum shall be sufficient to transact any business at such meeting.
SECTION 6. TERMINATION OF MEMBERSHIP. The membership of any member may be terminated by the Board of Directors by any of the following methods:
- Retirement from the industry.
- Written resignation sent to the Executive Director giving at least ten days advance notice of the resignation and upon payment of any delinquent due, assessments or other obligations to the Association.
- Non-payment of dues, assessments or other obligations to the Association for a period of ninety days from the date upon which payment was due.
- Termination of a member by the vote of two-thirds of the entire membership of the Board of Directors at a regular or special meeting. Such termination shall be based on the member’s action which is detrimental to the Association. A full statement of the charges shall be served on the member by the Executive Director. The member shall be given the opportunity to appear before the Board of Directors at the meeting and shall be given the opportunity to answer the charges made. A written report will be made by the Executive and approved by the Board of Directors.
No member shall upon termination of membership by any of the foregoing methods have any further right or privilege in the affairs or property of the Association.
SECTION 1. AUTHORITY. The Board of Directors shall have supervision, control, and direction of the affairs of the Association.
SECTION 2. COMPOSITION. The Board of Directors shall consist of officers and no more than 21 additional directors from and equally representing the small, medium, and large member firms. The election of members to the Board of Directors shall be made by mail or email ballot prior to the annual meeting. A member firm may have two representatives on the Board of Directors providing one is an officer and the other is a director. The immediate past president shall be a non-voting member of the Board of Directors. The members of the Board shall, upon election, enter upon the performance of their duties at the next annual business meeting and shall continue in office until their successors shall be duly elected and qualified.
SECTION 3. TERM OF OFFICE. Each director shall hold office for a term of three years; no person who has served as a director for two consecutive full terms shall be eligible for re-election until the passing of one full year.
SECTION 4. MEETINGS. The Board of Directors shall have a meeting at the time of the annual meeting, upon the call of the President at such times and places as he or she designates, and shall be called to meet upon the request of six of its members. Board meetings may be held by teleconference, with a quorum of the Board present.
SECTION 5. NOTICE. Notice of any meeting of the Board of Directors shall be 14 days by mail, facsimile, email, or other electronic means to each Director at the address shown on the records of the Association.
SECTION 6. QUORUM. A majority of the members of the Board of Directors who are entitled to vote and are present at a meeting shall constitute a quorum, and the vote of at
least a majority of those present shall constitute action by the Board of Directors except as otherwise may be required by law.
SECTION 7. RESIGNATION. A Director may resign at any time by giving written notice to the President. A Director may be removed from office at any time for good cause by a vote at a meeting of a least two-thirds of the Directors then in office.
SECTION 8. VACANCIES. Any vacancies that may occur on the Board by reason of death, resignation, or otherwise may be filled by appointment of the President with concurrence by the majority vote of the remaining directors of the class of the vacancy.
SECTION 1. ELECTED OFFICERS. The officers of the Association shall be a president, president-elect, one or more vice presidents, secretary, and treasurer. Any two or more offices may be held by the same person, except the offices of president, president-elect, and secretary.
SECTION 2. TERM OF OFFICE. Each officer shall be elected to a two-year term by the membership, without regard to the class of membership, by mail or email ballot prior to the annual meeting. Each Officer shall, upon election, enter upon the performance of their duties at the next annual business meeting and shall continue in office until their successors shall be duly elected and qualified. No elected officer shall serve for more than two (2) consecutive terms in any one office. Additionally, an officer who takes a leave of absence and is replaced by an acting officer, shall not regain any duties of the office until such time as they are able to resume FULL duties of the office.
SECTION 3. VACANCIES. Vacancies in any elective office may be filled for the balance of the term thereof by appointment of the President with the concurrence of the directors at any regular or special meeting.
SECTION 4. PRESIDENT. The president shall be the principal officer and shall preside at meetings of the Association and of the Board of Directors, and shall be a member ex officio of all committees. The president shall also, at the annual meeting of the Association and at such other times as shall be deemed proper, communicate to the Association or the Board of Directors such matters and make such suggestions as may in the president’s opinion tend to promote the welfare and increase the usefulness of the Association, and shall perform such other duties as are necessarily incident to the office or as may be prescribed by the Board of Directors.
SECTION 5. PRESIDENT-ELECT. The president-elect shall succeed to the office of the president upon the completion of the President’s term of office, or in the event of the President’s inability or refusal to act, and shall have such other duties as the president or Board may assign.
SECTION 6. VICE PRESIDENT. The vice president shall have such duties from time to time as the president or the Board may assign.
SECTION 7. SECRETARY. The secretary shall perform the duties in accordance with the duties and responsibilities usually incumbent upon the office.
SECTION 8. TREASURER. The treasurer the duties in accordance with the duties and responsibilities usually incumbent upon the office.
SECTION 1. COMMITTEES. The President shall annually appoint such standing, special, or sub-, committees as may be required by the bylaws or as may be necessary with board concurrence. The President shall appoint committee chairs, except the Finance Committee, subject to the approval of the Board of Directors.
SECTION 2. FINANCE COMMITTEE. The finance committee shall consist of the president, president-elect, treasurer, and three (3) other members appointed by the president and approved by the Board of Directors. The Treasurer shall serve as chair of the finance committee. The committee prepare a proposed annual budget for the submission to and approval by the Board of Directors. The committee may perform such other duties in connection with the finances of the Association as the Board may determine from time to time.
SECTION 3. NOMINATING COMMITTEE. The President shall appoint a nominating committee of up to five (5) to nominate candidates for election to the Board of Directors. The immediate Past President will chair the nominating committee. Should this person not be available or willing to serve, the President will appoint the chair from the Board of Directors.
SECTION 4. COMMITTEE RULES. Each committee may adopt rules for its own order and operations, but only in concert with these bylaws and with any or all rules adopted or prescribed by the Board of Directors.
SECTION 1. The Executive Director shall by appointed by the Board of Directors. The Executive Director is not required to be a member of the Association and will be compensated for his or her services by the Association in such a manner and in such amounts as the Board of Directors may determine.
SECTION 2. The Executive Director shall be responsible for the conduct, control, and direction of the headquarters of the Association, performing duties as may be assigned by the Board of Directors and shall report to the Board. The Executive Director shall receive all monies paid or payable to the Association including membership dues and assessments and shall deposit the monies of the Association in such bank accounts, and may make disbursements there from for the Association purposes as may be authorized by the Board of Directors.
SECTION 3. A report of the financial statements and the receipts and disbursements of the Association shall be prepared annually by a certified public accountant engaged by the Board of Directors and at such other times that may be directed by the Board of Directors at the expense of the Association. The Executive Director shall furnish a Surety Bond, satisfactory to the Board of Directors, conditioned upon the faithful discharge of his or her duties. The cost of the bond shall be an expense of the Association, payable from funds of the Association.
SECTION 4. All books, documents, records and papers of the Association shall be in the custody and control of the Executive Director.
Annual dues shall be determined by the Board of Directors from time to time. Special assessments necessary to carry out the purpose of the Association shall be approved by the Board of Directors. Notice of any change in the annual dues or assessments shall be sent to the members of the Board of Directors in advance of the meeting.
Any action required or permitted to be taken at a meeting of the members or directors of the Association may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed (electronic signature acceptable) by all of the members entitled to vote with respect to such action, or all the directors, as the case may be. Such consent shall have the same force and effect as a unanimous vote.
The Executive Director shall send written notice of all meetings of the Association within a reasonable time in advance of the meeting to the members entitled to attend such meeting. Whenever any notice is required to be given, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting by a person shall constitute a waiver of notice, except where attendance is solely to object to a lack of notice of the meeting.
The fiscal year shall commence on the first day of January and shall end on the last day of December.
It is the undeviating policy of the Association to comply strictly with the letter and spirit of all federal, state, and applicable international trade regulations, and antitrust laws. Any activities of the Association or association-related actions of its officers, directors, committee chairs, members, or staff that may violate these regulations and laws are detrimental to the interests of the Association and are unequivocally contrary to the Association policy. The Board of Directors may adopt antitrust guidelines and may modify them from time to time as they deem appropriate.
The Association may indemnify any and all of its current staff or former officers, directors, committee members, agents, and staff against expenses, judgments, decrees, fines, penalties, and amounts paid in defense or settlement or pending or threatened civil or criminal proceedings or other claims in which they or any of them are made parties in connection with or related to their having been officers, directors, committee members, agents, or staff of the Association to the full extent permitted by law.
These bylaws may be amended, repealed, or altered, in whole or in part, by majority vote of the Board of Directors at any regular or special meeting of the Board, provided written notice of such proposed alteration, amendment, or repeal shall have been sent to members of the Board at least fourteen (14) days prior to the date of the meeting, (or at least seven (7) days, if notice is sent personally, by facsimile, telegram, or electronically of intention to alter, amend, or repeal, or to adopt new bylaws at such meeting.)